Deed Of Attornment Template for Australia

A Deed of Attornment is an essential legal document you'll encounter in Australian commercial property and financing transactions when there's a change of parties to existing agreements. This formal deed ensures that all parties acknowledge and consent to substitutions while preserving the continuity and legal enforceability of your original contractual arrangements.

When do you need this document?

You'll require a Deed of Attornment in several commercial scenarios. When a property owner sells their interest but existing leases remain in place, tenants must formally acknowledge the new landlord through attornment. In financing arrangements, if your original lender assigns the loan to a new financial institution, you'll need this deed to acknowledge the new lender's rights. The document is also crucial when security trustees change in complex financing structures, or when guarantors need to acknowledge new parties in existing guarantee arrangements. Commercial lease assignments often require attornment deeds to ensure all parties recognise the new tenant's rights and obligations.

Key legal considerations

Your Deed of Attornment must include specific elements to be legally effective. The parties section must clearly identify all existing and incoming parties, including their legal capacities and relationships. Background recitals should explain the existing contractual relationship, the reason for attornment, and the deed's purpose. Essential clauses include the attornment and acknowledgment provision where continuing parties formally accept the new party as a replacement. You'll need comprehensive definitions of key terms, references to original agreements, and relevant dates. Consider including conditions precedent that must be satisfied before the attornment takes effect, such as regulatory approvals or completion of related transactions. The deed should address ongoing obligations, rights preservation, and any modifications to original terms. Include provisions for notice requirements, dispute resolution, and governing law clauses to ensure enforceability.

Legal requirements in Australia

Under Australian law, your Deed of Attornment must comply with strict execution requirements outlined in the Property Law Act 1958 and related state legislation. The document must be properly executed as a deed with appropriate witnessing and attestation clauses. Electronic execution may be possible under the Electronic Transactions Act 1999 in certain circumstances, but traditional execution remains the safest approach for complex commercial transactions. Consider stamp duty implications under relevant Duties Acts, as attornment may trigger duty obligations depending on your jurisdiction and transaction value. If the attornment involves registered property interests, you may need to comply with Real Property Act requirements for registration or notation of the change. The Conveyancing Act 1919 governs transfer and assignment procedures that may be relevant to your transaction. Ensure all parties have proper legal capacity and authority to enter the deed, particularly for corporate entities requiring board resolutions or other internal approvals.